AMENDMENT
TO
REGISTRATION RIGHTS AGREEMENT
THIS AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this "Amendment") is
made as of the 8th day of November, 2000, by and between Cambex Corporation,
a Massachusetts corporation (the "Company"), and Thumberland Limited, a
British Virgin Islands corporation (the "Purchaser").
W I T N E S S E T H:
WHEREAS, the Company and the Purchaser entered into a Common Stock Purchase
Agreement dated as of July 14, 2000 (the "Purchase Agreement");
WHEREAS, the Company and the Purchaser entered into a Registration Rights
Agreement dated as of July 14, 2000 (the "Registration Rights Agreement") in
connection with the offer and resale by the Purchaser of (i) certain shares
of the Company's Common Stock, $0.10 par value per share ("Common Stock"), to
be issued to the Purchaser in accordance with the terms and conditions of the
Purchase Agreement and (ii) certain shares of Common Stock to be issued
pursuant to exercise of the Warrants; and
WHEREAS, the Company and the Purchaser desire to amend the Registration
Rights Agreement and the Company and the Purchaser have executed and
delivered this Amendment;
NOW, THEREFORE, in consideration of the mutual promises contained herein and
other good and valuable consideration, the receipt and legal sufficiency of
which are hereby acknowledged, the Company and the Purchaser hereby agree to
amend the Registration Agreement and hereby agree as follows:
1. Amendment to Registration Rights Agreement. The Registration Rights
Agreement is hereby amended by deleting in its entirety the second sentence
of the second paragraph of Section 3(a) of the Registration Rights Agreement.
2. Registration Rights Agreement to Remain in Effect. Except as
specifically amended by the terms of this Amendment, the Registration Rights
Agreement shall remain unmodified and in full force and effect in accordance
with its terms.
3. Defined Terms. All capitalized terms used but not defined in this
Amendment shall have the meanings ascribed to such terms in the Purchase
Agreement.
4. Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original and all of which
taken together shall constitute one and the same agreement.
5. Governing Law. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York, without
regard to its principles of conflicts of laws.
IN WITNESS WHEREOF, this Amendment to Registration Rights Agreement has
been executed as an agreement under seal as of the date first above written
by the Company and the Purchaser.
CAMBEX CORPORATION
By:/s/ Joseph F. Kruy
(Signature)
Print Name: Joseph F. Kruy
Print Title: President
THUMBERLAND LIMITED
By:/s/ Hans Gassner
(Signature)
Print Name: Hans Gassner
Print Title: Authorized Signatory
